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Among the issues on which Richard has provided assistance as an expert witness and consultant are:
Attorney Malpractice When are the applicable standards of care in corporate and securities transactions satisfied (or not satisfied)?
What is a "Security"? Which unusual financing arrangements are (or are not) "securities" under federal and state law?
Public Offerings IPOs and secondary offerings - What are the roles and responsibilities of the issuer, underwriter and counsel? How are the applicable due diligence responsibilities satisfied? Who does what, when and why?
Public Company Obligations What are the ongoing roles and responsibilities of public companies and their officers, directors and counsel in complying with SEC reporting requirements, making disclosures to the investment community, complying with other SEC and stock exchange regulations and responding to regulatory investigations?
Corporate Governance and Fiduciary Duty What are the roles and responsibilities of officers and directors of both public and private companies? What are the fiduciary duties owed to stockholders by officers, directors and majority stockholders, and how are they discharged? Who does what in the Boardroom and executive suite, and why?
Mergers & Acquisitions What are the roles and responsibilities of officers, directors and counsel in buying and selling businesses (private and public, friendly and hostile). What conduct will (and will not) qualify for protection under the Business Judgment Rule?
Executive Employment, Compensation & Termination What is the rationale in structuring, negotiating and interpreting executive employment agreements, including cash salary and bonus and equity-based compensation (stock options, etc.), and termination provisions (for cause, without cause and after change of control).
Stock Options and Equity-Based Compensation Stock options, restricted stock, phantom stock and SARs, LTIPs and Omnibus Plans - What are the key plan design, implementation and interpretation issues? What happens in disputes with award holders?
Broker Dealers Who has to be licensed as a broker dealer under state and federal law? How do the NASD/FINRA and other regulators impact what deals they can (or cannot) do?
Florida's Securities Law Chapter 517, Florida's securities law - How does Florida deal with exempt securities, private placements and other exempt transactions, secondary trading exemptions, broker dealer regulation, regulatory investigations and statutory liability?
Attorney Ethics Multi-party transactions - What responsibilities does counsel owe to the equity owners when representing corporations and other business entities? What are the ethical issues in doing business with clients?
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